IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, BENGALURU (Exercising powers of Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016) (Through web-based video conferencing platform)

C.P. (IB) No.05/BB/2023 U/s 59(7) of the IBC, 2016 R/w IBBI (Voluntary Liquidation Process) Regulations, 2017 IN THE MATTER OF:

Shri Ganesh Panduranga Pai Liquidator of Hash Education Private Limited (Under Voluntary Liquidation)

Num 348/3, 2^nd Cross, 1^st Block, Jayanagar, Bengaluru – 560 011. - Petitioner/Applicant Date of Order: 01st August, 2023 Coram: 1. Hon’ble Justice (Retd.) T. Krishnavalli, Member (Judicial)

2. Hon’ble Shri Prabhat Kumar, Member (Technical)

Parties/Counsels Present:

The Liquidator : Shri Ganesh P. Pai

O R D E R

Per: T. Krishnavalli, Member (Judicial)

1. This Application has been filed on 14.10.2022 by the Liquidator u/s 59(7) of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, seeking dissolution of the Petitioner/Applicant Company.

2. The aforesaid Company, M/s. Hash Education Private Limited (hereinafter referred to as “Applicant Company”) was incorporated on 18.04.2013 under the provisions of Companies Act, 2013 with CIN: U80901KA2013PTC068600. The registered office of the Company is situated at Num 348/3, 2^nd Cross, 1^st Block, Jayanagar, Bengaluru-560011. Its Authorized Share Capital is Rs.1,00,000/-, and the Issued and Subscribed Share Capital is Rs.1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each. The Applicant Company is in the business of developing software and providing services related to e- learning and online education and to create, operate or manage social networking website/tool and to act as designers, researchers and innovators.

3. The following averments have been made in the Petition:

a. It is stated that the Applicant Company is a subsidiary of Hash Education Inc. The Company had certain internally developed intellectual property (i.e. Bloomclass Source Code, Patent Applications & Trademarks). Further, the Parent Company was in ownership of the Hashlearn Source Code (source code of HashLearn web and mobile based platform).

b. Further, as a group, the intellectual property was in its development stage and its current level of utility and visibility have limited independent market potential. Further, the Corporate Debtor was into continuous losses in its operations and could not generate a visionary revenue as expected. Therefore, the Company assigned the entire intellectual property as stated above to Think & Learn Pvt. Ltd. (having a brand name as BYJU’s) via Deed of Assignment dated 11.01.2021 amounting to Rs.18,07,82,844/- (inclusive of GST). In order to facilitate this assignment the Company undertook a back-to-back transaction by purchasing the HarshLearn Source Code from its Parent Company i.e., Hash Education Inc. for a value of USD 1,775,000. The purchase price of the IP between Hash US and Hash India has also been validated from an Indian transfer pricing and asset valuation standpoint by independent experts.

c. Post transfer of intellectual property and discontinuance of operations, the Board of Directors of the Company in their meeting held on 25.03.2022, passed a resolution to liquidate the Company voluntarily. Subsequently, the Members of the Company in the Extraordinary General Meeting held on 28.03.2022, passed a Special Resolution to liquidate the Company voluntarily and appointed the Applicant herein to act as Liquidator of the Company for the purpose. Copies of said Board Resolution and Special Resolution are annexed as Annexure-C.

d. In the said meeting the Board of Directors, after making full enquiry into the affairs of the Company and upon being satisfied that the Company would be able to pay its debts in full from the proceeds of the assets to be sold/appropriated in the voluntary liquidation, affirmed the Declaration of Solvency as prescribed